It had taken some time, but Midnight awoke to the feel of a pony snuggling into him in bed. It was already later in the evening and the sun had already set. Luna's moon was high in the sky shining down its brilliance through the slightly cloud covered sky. After taking in his surroundings, Midnight had come to realize that he was at the boutique with Rarity pressing warmly against him in bed. After a few moments of letting everything settle in he remembered what had happened earlier.

'Did Tia really tell me that my entire spell list was gone? If it is I doubt it would be a problem, I have two back up copies of my spells in Trixie and Twilight so I doubt it would be a problem to get them back.' He thought to himself before pulling his ivory love closer to him and nuzzled the top of her head.

"Mmmmmmm, Midnight?" She spoke softly, nuzzling his neck.

"Sorry doll, didn't mean to wake you." He spoke softly to her as he wrapped a wing around her pulling her close.

"It's fine, I'm just glad that your finally home." She sighed.

"It's good to be home. I'm sorry you endured what you did. I'll stay here for a week to make it up to you, how does that sound?" He chuckled.

"That sound's nice, I was hoping to talk to you about something as well." She smiled up to him giving a deep blush.

"Uh huh, from that blush I'm guessing it is something embarrassing?"

"Well, In a manner of speaking it is." She gave nervous giggle causing Midnight to cock a brow.

"Do you want to speak about this now? Or tomorrow?" He asked as he began to feel a little nervous.

"Now would be a good time darling. I feel that if I do not get this off my chest, so to speak, that I may never get the nerve up to ask you again." At this point she had her face buried in Midnight's chest while speaking, the muffled words were hard to understand but came out none the less.

"I'm all ears sugar." He chuckled, giving her ear a nip.

Rarity pressed away from him gently as she looked up and into his eyes. "I've been thinking about this for a while now, and once you told me how much you cared for me the other day, it made more happy than I have ever felt. I want us to stay together for as long as time will allow us. I want us to create something beautiful together." She smiled as her eyes began to well up.

"R-Rarity? Are you asking what I think your asking me?" He spoke up in slight shock.

She smiled up to him before pulling him close as she began. "I want to have a foal with you." She choked out while nuzzling into his neck.

Midnight lay there quietly for a minute as he let that soak in before he started. "Doll, I don't want you to do this on a whim, You need to think about this. I would be more than happy to have a foal with you, but you need to ask yourself, is this what you truly want, or is this something you think I would want?" He paused as she pulled away looking up to him with tear stained eyes.

"This is what I want. I have never been this happy with any other stallion. I want to share my life with you and create one of our own. What do you think?" She smiled seeing his eyes well up as well.

"Sounds to me like Starlight is going to have a playmate in the future." He chuckled softly while hugging her close.

"Well, it will be a while at least. I won't go into season for some time. But it will give us enough time to prepare and gather what we need. Plus this will be an excellent opportunity to clean out one of my spare rooms for the nursery." She giggled.

"Wow, to be a father again........." He trailed off as his expression changed to slight embarrassment.

"Something wrong darling?"

"Well, I shouldn't really say anything........ But AJ was planning on doing the same thing. She spoke with Blade about it to break the ice. So I have a feeling that you may have someone else to talk to about this." He chuckled worriedly.

"That sounds marvelous." She squeaked out happily.

"Huh? I thought you might be upset about this."

"Of course not darling. Applejack and I may not see eye to eye, but that doesn't mean I would forbid her from having the greatest gift a pony could ask for. I would feel honored for her to have your foal as well." She smiled widely causing the Alicorn to visibly relax.

"Thank God, I was afraid....." He stopped as she pressed a hoof to his mouth.

"Let's worry about that in the morning darling. For now, let me just enjoy having you by my side." She smiled before removing her hoof and then giving him a tender kiss.

They gave a soft smile to each other as they closed their eyes and let sleep take them. The thoughts of a bouncing baby foal running through their dreams.

The following morning Midnight awoke to the pleasant smell of breakfast and fresh coffee. After a quick shower he made his way downstairs to see a bright eyed and bushy tailed (so to speak) Rarity, who had just finished making breakfast and placed it onto the table.

"Well good morning sleepyhead." She cooed.

"Mornin, what's with the full course breakfast?" He asked before giving her a quick kiss.

"I just thought it would be nice to have breakfast together since you helped me to get out of my funk, so to speak. That and I am going to need all the energy I can get today. I'm now four days behind on several dresses that I was commissioned for, and the customers are not happy. I will be at this all day with no breaks just to catch up." She sighed.

"I'll stay out of your mane then, I have to go by Twilight's anyway to get a copy of my spells from her." He groaned. "I can't believe all of my spells are gone..........." He trailed off for a moment before pipping up once again. "Wait, If my spells are gone, then I should be able to just think of the spell I want to cast and it form in my head like before right?"

"I don't know darling. If that is the way you have done it in the past then I am sure you would be able to do that again right?"

Midnight sat there for a moment as he thought of the levitation spell he would cast to help him eat his breakfast by lifting the utensil's. After a few seconds of thinking about the spell his horn lit up before sending out a spark of magic that jostled him roughly in his seat.

"DAMMIT!" He growled as he rubbed his head. "Why can't I do what I did before to learn new spells?! I can't even use a levitation spell." He groaned out in annoyance as he lowered his head to the table, resting his chin and jaw onto it while looking pitifully at his food. That was until he saw a fork slowly lift some scrambled eggs to in front of him. He looked at the fork seeing a light blue aura surrounding it, then to Rarity who was smiling.

"You are not feeding me." He smirked.

"Oh come now, indulge me. I haven't fed you before because you were so insistent on doing this yourself. I think it would be cute since you are powerless to stop me now." She giggled giving a devious grin.

Midnight sighed giving a deadpanned look before opening his mouth. "Here comes the choo choo train." She spoke playfully.

"Oh god, now this?" He groaned only to elicit a loud giggle from Rarity.

"As I said darling, indulge me this one time." She said before pouting her lip.

"UGH! Fine........ But you had better not tell anypony about this." He snorted as he took a bite, letting the fork be pulled from his maw as it went to the plate for another pass.

After an embarrassing breakfast, Midnight had left the boutique, making his way to the library to speak with Twilight about his spells. Upon entering the library however, he was greeted to the sounds of conversation in Twilight's study. As he made his way to the doorway he gave a little knock before poking his head in to see Trixie and Twilight chatting away.

"Midnight? How are you feeling?" Twilight asked as she stopped the conversation between herself and Trixie.

"Doing better now, but I seem to have a big problem." He chuckled as he walked in and took a seat.

"What seems to be the problem Midnight?" Trixie asked, all to curious as to what would cause an Alicorn problems.

"Well, you remember yesterday when Tia put me back together?" He asked, getting a nod from Twilight and Trixie.

"Yes, I was just telling Trixie about it. But why? What's the problem?" she asked while cocking her head slightly.

"Well, when she succeeded in putting me back together, there was a side effect from the spell." He stopped for a moment seeing them nod.

"It wiped out my entire spell list in my head, not only that, I can't think about a spell I want and create it anymore." He sighed.

Twilight and Trixie sat there, eyes wide in astonishment before speaking.

"If it wiped out your spell list, you should still be able to learn spells like you did before..............." She trailed off thinking for a moment. "Wait a sec, if you don't have any spells and you can't learn them by thinking about them, then you must need to learn them as a regular unicorn would."

"Well, I was thinking about just getting a copy of my spells from one of you two, if that would be alright. It would save me a lot of time." He chuckled seeing her roll her eyes.

"Fine, but I was hoping to be able to teach you how to do a real spell instead of you cheating like this." She giggled as she walked over to him.

"Maybe next time, if there is one that is." He smiled as her horn lit up.

*FLASH*

As the light dimmed around the two ponies they were now in a long hallway with doors leading down either side of them and fading into the distance.

"Spells." Midnight spoke up as a loud click was heard and one wall began to move quickly into a single direction, many doors passing them by quickly until it slowed to a stop in front of a door with 'Spells' written across the front of it.

"Ok........ What's up with that number Twi?" Midnight asked as he looked to the top of the door seeing the number 1,000 chiseled into stone, the numbers glowing a soft red, while to its side was a counter with four zero's on a changing counter.

"This isn't good." Twilight spoke up garnering his attention. "I've seen this in ponies before that had stunted magic. This number in stone signifies the number of spells you will be able to learn and keep in total. The counter is the spells you have learned so far."

"WHAT?! You mean I can't have my entire spell list back again?!" He shouted in surprise.

"It seems that way." She gave a nervous smile while hearing him sigh in annoyance.

"Well, I know I need at least a few spells in my list for the time being. Let's get into your head so I can at least have those." He groaned as another flash surrounded them and placed them into Twilight's mind.

"Subconscious." Twilight spoke out as both walls of the hallway quickly moved past them and slowed as the end of the hall came into view.

They made there way into the subconscious area and looked around seeing countless books lining the walls.

"Go ahead and speak the spells you want to relearn." Twilight smirked seeing Midnight groan before speaking.

After a few minutes of speaking and gathering the books. He began to open them one by one as a small flood of information left the book and into his mind. It had taken nearly twenty minutes but he had relearned around a hundred spells that he would use quite often. They quickly left the room once he had finished and canceled the spell returning himself and Twilight back into reality.

Once they returned, Midnight pushed forth a levitation spell onto a nearby book to make sure his spell was working properly. He smiled seeing the book float into the air and next to him. After placing it down he opened his stash portal to see all of his items he had left in it before still within it and unchanged.

"FINALLY! It feels good to be able to use magic once again. I'm just pissed that now I'm limited to only a thousand spells." He sighed.

"A thousand?" Trixie asked while looking at him rather confused.

"Yea, apparently my magic was stunted from that spell that put me back together, or that stupid curse. I have no clue. But if I ever find out who did that to me, I am going to tear them apart." He snorted in annoyance.

"Well, let us hope that pony stays well enough away from you. I do not think I would like to see you tear a pony apart." Trixie said giving a slight shudder.

"Don't worry. I'd never do that in front ya'll." He sighed feeling rather useless now. "Twi, I'm going to Canterlot to talk to Tia about this whole mess. Then I'm going into the royal archives to look and see if there is a way to extend the number of spells I can learn to a higher number. If Rarity comes by asking for me, let her know where I'm at ok?" He said only to receive a nod in confirmation. "Thanks doll." He smiled before giving her a wink. His horn lighting up as he vanished in a flash of light.

"Twilight? Is he really limited to just a thousand spells?" Trixie asked in slight shock.

"I'm afraid so. I hate that he has been afflicted with such a terrible thing, but he will just have to endure and realize exactly what spells he requires the most over others. I mean seriously. What is a pony going to do with over 500 different types of prank spells." She chuckled causing Trixie to do the same.

"True, but you are right. He does have quite a few rather redundant spells in his old list." Trixie's face contorted slightly as she ran across one particular spell. "Did he seriously come up with a spell to turn a flower into a waffle?!" She spoke up garnering Twilight's attention for a moment. "Let's see if it works." She smiled as she looked to a flower pot that had a few flowers left in it, her horn lighting up as she directed a beam at them turning them into waffles.

"Huh, I'll be." Twilight giggled. "You hungry? I think I could go for a waffle." She smiled.

"Sure." Trixie smirked before rolling her eyes. "What a useless spell."